EXHIBIT-10.77


 


LEASE


 


BETWEEN


 


175 MCLELLAN HIGHWAY LLC


 


LANDLORD


 


AND


 


SYRATECH CORPORATION,


 


TENANT


 


 


PREMISES AT:


 


175 McClellan Highway and 144 Addison Street


East Boston, Massachusetts


 

















 


TABLE OF CONTENTS


 


	
  1.

  	
  DEMISE OF PREMISES

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  EXCESS SPACE

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  TERM

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  RENT

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  EXTENSION OF TERM

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  CONDITION OF PREMISES

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  USE OF PREMISES

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  ASSIGNMENT/SUBLETTING

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  OPERATING EXPENSES; TAXES

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  ALTERATIONS/SIGNAGE

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  SERVICES AND UTILITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  12.

  	
  DAMAGE BY FIRE OR CASUALTY

  	
   

  
	
   

  	
   

  	
   

  
	
  13.

  	
  EMINENT DOMAIN

  	
   

  
	
   

  	
   

  	
   

  
	
  14.

  	
  RIGHT OF ENTRY BY LESSOR

  	
   

  
	
   

  	
   

  	
   

  
	
  15.

  	
  REPAIRS AND MAINTENANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  18.

  	
  WAIVER OF SUBROGATION

  	
   

  
	
   

  	
   

  	
   

  
	
  19.

  	
  DEFAULT

  	
   

  
	
   

  	
   

  	
   

  
	
  20.

  	
  BROKERS

  	
   

  
	
   

  	
   

  	
   

  
	
  22.

  	
  ARBITRATION

  	
   

  
	
   

  	
   

  	
   

  
	
  23.

  	
  COMPLIANCE WITH LAWS

  	
   

  
	
   

  	
   

  	
   

  
	
  24.

  	
  QUIET ENJOYMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  25.

  	
  NOTICE OF LEASE

  	
   

  
	
   

  	
   

  	
   

  
	
  26.

  	
  NOTICES

  	
   

  
	
   

  	
   

  	
   

  
	
  27.

  	
  ESTOPPEL CERTIFICATE

  	
   

  
	
   

  	
   

  	
   

  
	
  28.

  	
  NOTICE TO MORTGAGEE

  	
   

  
	
   

  	
   

  	
   

  
	
  29.

  	
  ASSIGNMENT OF RENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  30.

  	
  HOLDING OVER

  	
   

  
	
   

  	
   

  	
   

  
	
  31.

  	
  BINDING EFFECT

  	
   

  
	
   

  	
   

  	
   

  
	
  32.

  	
  COMPLETE AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  31.

  	
  SEVERABILITY

  	
   

  
	
   

  	
   

  	
   

  
	
  34.

  	
  APPLICABLE LAW

  	
   

  



 


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  35.

  	
  TENANT'S PROPERTY

  	
   

  
	
   

  	
   

  	
   

  
	
  36.

  	
  SUBORDINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  37.

  	
  HAZARDOUS
  MATERIALS

  	
   

  
	
   

  	
   

  	
   

  
	
  38.

  	
  SECURITY DEPOSIT

  	
   

  
	
   

  	
   

  	
   

  
	
  39.

  	
  ABANDONMENT

  	
   

  



 


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THIS LEASE, made and entered into this 18th day of December, 2003, by
and between 175 MCLELLAN HIGHWAY LLC, a Delaware limited liability company
(“Landlord”), and SYRATECH CORPORATION, a Delaware corporation (“Tenant”):


 


W I T N E S S E T H:


 


WHEREAS, Landlord desires to lease to Tenant, and Tenant desires to
lease from Landlord, those certain premises (the “Premises”) described on the
floor plans attached hereto as Exhibit A in the building known as and numbered
175 McClellan Highway and 144 Addison Street, East Boston, Massachusetts (the
“Building”) consisting of a portion of the first floor and the entire second
floor and the entire basement level (the “Basement”) thereof, located on the
land (the “Land”) described on Exhibit B attached hereto.  The Building and Land are collectively
referred to herein as the “Property”, and are shown on the site plan attached hereto
as Exhibit C (the “Site Plan”).


 


NOW, THEREFORE, for and in consideration of the mutual covenants,
promises and agreements herein contained, Landlord and Tenant hereby agree as
follows:


 


1.                                       Demise of Premises.


 


(a)                                  Landlord hereby demises and leases to Tenant
and Tenant does hereby rent and lease from Landlord, the Premises, together
with the appurtenances set forth below, under and pursuant to the terms and
conditions set forth herein.


 


(b)                                 Tenant shall have, as appurtenant to the
Premises and any Excess Space, as defined in Section 2(a), occupied by Tenant,
the non-exclusive right to use in common with other occupants of the Building
and all others entitled thereto, and to permit its employees and invitees to
use, the common areas of the Property for purposes of parking, loading and
pedestrian and vehicular access to and from the Premises and Excess Space from
and to the streets and highways adjacent to the Property.


 


(c)                                  All the perimeter walls of the Premises
except the inner surfaces thereof, terraces or roofs adjacent to the Premises,
and any space in the Premises used for shafts, stacks, pipes, conduits, wires
and appurtenant fixtures, fan rooms, ducts, electric or other utilities, other
facilities not exclusively serving the Premises, and the use thereof, are
expressly excluded from the Premises and reserved to Landlord; provided that,
Tenant shall have the non-exclusive right in common with other tenants to use
the shafts, conduits, mechanical areas in the Building, and areas of the roof
approved by Landlord, for the installation and operation of electrical,
mechanical, HVAC, computer and telecommunications equipment.


 


2.                                       Excess Space.


 


(a)                                  Promptly after the date hereof, Landlord
shall commence, and thereafter diligently prosecute the work and improvements
described in Exhibit D hereto (“Landlord's Work”).  Such Work shall be performed in a manner so as to minimize any
disruption to Tenant's use of the


 

















 


Premises
and in compliance in all material respects with all applicable governmental
laws and regulations.


 


(b)                                 Tenant currently occupies certain space in
the Building other than the Premises (the “Excess Space”) and more particularly
shown on Exhibit E hereto.  Tenant shall
vacate and deliver up to Landlord (i) the warehouse portion of the Excess
Space, on the later to occur of one hundred twenty (120) days after the
Commencement Date or thirty (30) days after the completion of the erection of
the demising wall pursuant to Exhibit D (except for a temporary opening therein
to permit Tenant to complete its relocation which Landlord shall close promptly
after such relocation) and, to the extent required by law, means of ingress and
egress complying with applicable ADA requirements and (ii) the remainder of the
Excess Space no later than that date which is 180 days after the Commencement
Date.  Each such date, as the same may
be extended in accordance with the immediately succeeding sentence, is called a
“Reduction Date”.  Upon the occurrence
of a Reduction Date the references in this Lease to Excess Space shall no
longer include the space to be vacated by the application Reduction Date.  Each Reduction Date shall automatically be
extended for the period of any delay in renovation work being performed by
Tenant in the Premises or Tenant's ability to occupy the Premises upon
completion of such renovation work caused by (i) Landlord or its agents or
contractors (provided that such extension shall not commence until two (2) days
after Buyer is given notice thereof if such cause persists) and (ii) the failure
of Landlord to complete Landlord's Work within 150 days of the Commencement
Date.  Notwithstanding the foregoing, in
the event Landlord shall have entered into a lease of any Excess Space Tenant
shall use reasonable efforts (but without the obligation to use overtime) to
accelerate its surrender of the Excess Space so leased.


 


(c)                                  Until each applicable Reduction Date, Tenant
shall have the right to continue to occupy the applicable Excess Space without
payment of rent except as provided in Section 4(iii).


 


3.                                       Term.  The initial term of this
Lease (the “Initial Term”) shall commence on the date of this Lease set forth
above (the “Commencement Date”) and shall end on the last day of the month in
which the fifth (5th) anniversary of the Commencement Date occurs (the
“Expiration Date”), unless extended or sooner terminated as hereinafter
provided.  References herein to the
“Term” shall include the Initial Term and any Extended Terms exercised by
Tenant pursuant to Section 5.


 


4.                                       Rent.  (a) Tenant agrees to pay rent
(“Base Rent”) for the Initial Term as follows:


 


(i)                                     For the period commencing on the Commencement
Date and ending on the last day of the month in which the first anniversary of
the Commencement Date occurs, at the rate of One Million and 00/100 Dollars
($1,000,000.00) per annum;


 


(ii)                                  For each yearly period thereafter during the
Initial Term at the rate per annum equal to one hundred two and one-half
percent (102.5%) of the rate in effect for the immediately preceding one-year
period; and


 


(iii)                               In addition to the Base Rent due under
subsection (i), with regard to any Terminated Space which is occupied by Tenant
beyond the applicable Reduction Date, at


 


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the rate of Ten Dollars
($10.00) per square foot per annum so occupied by Tenant but Tenant shall be
deemed to be a tenant at sufferance with respect thereto for which Landlord
shall have all remedies available at law and equity.


 


(b)                                 Tenant shall pay Base Rent in equal monthly
installments in advance, without deduction or offset, to Landlord at Landlord's
address set forth in Section 26 hereof or at such other address as may be
specified by written notice from Landlord, commencing on the Commencement Date
and thereafter on the first day of each calendar month for each and every month
during the Term, such monthly installment to be prorated on a per diem basis
for any partial calendar month(s) during the Term.


 


(c)                                  All amounts other than Base Rent payable by
Tenant to Landlord under this Lease shall be deemed additional rent, and such
amounts are referred to together with Base Rent as “Rent.”


 


5.                                     Extension of Term.


 


(a)                                Provided that at the time of the exercise and
on the first day of the applicable Extended Term no event of default exists
pursuant to Section 19(a)(i) or 19(a)(iii), Tenant shall have the right and
option to extend the Term of this Lease for two (2) additional periods of five
(5) years each (each, an “Extended Term”). 
If Tenant shall not have validly exercised its option for the first Extended
Term (or if such excuse shall have been nullified as the result as an event of
default under Section 19(a)(i) or 19(a)(iii) it shall have no option to extend
for the second Extended Term.  Each
Extended Term shall commence on the day immediately following the expiration of
the then-current Term.  Tenant shall
exercise each such option to extend the Term by notifying Landlord in writing
of Tenant's exercise of such option not less than twelve (12) months before the
expiration of the Initial Term, in the case of the option for the first
Extended Term, and not less than twelve (12) months before the expiration of
the first Extended Term, in the case of the option for the second Extended
Term.  If Tenant so elects to extend the
Term, then, for each Extended Term, all of the terms, covenants and conditions
of this Lease shall continue to be in full force and effect during such
Extended Term, except that the Base Rent shall be calculated pursuant to
subsection 5(b) and 5(c) below and in no event shall Tenant have the option to
extend the Term beyond the tenth (10th) anniversary of the original Expiration
Date.


 


(b)                                 The Base Rent for the first year of the first
Extended Term shall be an amount equal to one hundred two and one-half percent
(102.5%) of the Base Rent in effect during the last year of the Initial Term
and Base Rent for each subsequent year of the first Extended Term shall be one
hundred two and one-half percent (102.5%) of the Base Rent in effect for each
immediately preceding year.


 


(c)                                The Base Rent for the second Extended Term
shall be the greater of (i) the Fair Market Value for the Premises or (ii) for
the first year of the second Extended Term an amount equal to one hundred two
and one-half percent (102.5%) of the Base Rent in effect during the last year
of the first Extended Term, and for each subsequent year of the second Extended
Term an amount equal to one hundred two and one-half percent (102.5%) of the
Base Rent in effect for


 


3

















 


each
immediately preceding year. The term “Fair Market Value” shall mean the market
rental value per annum for the Premises for a five-year term commencing as of
first day of such Extended Term taking into account the other amounts required
to be paid by Tenant hereunder, the condition of the Premises, and then-current
leasehold improvements allowances or other tenant inducements. In determining
such Fair Market Value, no value shall be attributed to any improvements made
by Tenant. Within thirty (30) days after the exercise by Tenant of its option
to extend, Landlord shall notify Tenant of its good faith estimate of Fair
Market Value. If Tenant does not accept Landlord's estimate of Fair Market
Value as set forth in Landlord's notice and the parties are unable to reach
agreement thereon within thirty (30) days after the giving of such estimate by
Landlord, the same shall be determined by arbitration pursuant to Section 22
provided that the arbitrator shall have at least ten (10) year's experience as
a commercial real estate broker or appraiser with properties similar to the
Property in the City of Boston.


 


(d)                                 If annual Base Rent for the second Extended
Term is not determined by the commencement of such Extended Term, Tenant shall
pay annual Base Rent at the rate in effect on the last day of the first
Extended Term, with a retroactive adjustment to be made between Landlord and
Tenant promptly after annual Base Rent for such Extended Term is determined.


 


6.                                     Condition of Premises.


 


Tenant acknowledges and
agrees that, with the exception of Landlord's Work, Tenant is accepting the
Building and the Premises in their “as is” condition and Landlord shall not be
obligated to construct any improvements on behalf of Tenant.  It is specifically understood and agreed
that, with the exception of Landlord's Work, Landlord has no obligation and has
made no promises to alter, remodel, improve, renovate, repair or decorate the
Premises, the Building, or any part thereof, or to provide any allowance for
such purposes, and that no representations respecting the condition of the
Premises or the Building have been made by Landlord to Tenant.  The provisions of this Section are not
intended to affect the obligations of Landlord under Section 15.


 


7.                                     Use of Premises.


 


(a)                                  Tenant may occupy and use the Premises and
any Excess Space occupied by Tenant solely for office, showroom and warehouse
uses and lawfully permitted uses ancillary thereto (the “Permitted Use”).  Tenant may operate during such days and hours
as Tenant may determine and Tenant shall have access to the Premises
twenty-four hours per day, seven days per week, 365 days per year.  In its occupancy and use of the Premises
Tenant shall comply with all applicable laws, statutes, ordinances and governmental
rules and regulations now or hereafter applicable thereto.  Tenant shall be solely responsible at its
sole cost and expense for procuring and maintaining any permits or approvals
necessary or desirable for the conduct of Tenant's business on the Premises.


 


(b)                               If any governmental license or permit shall
be required for the proper and lawful conduct of Tenant's business, and if the
failure to secure such license or permit would in any way affect Landlord, the
Premises, the Building or Tenant's ability to perform any of its obligations under
this Lease, Tenant, at Tenant's expense, shall duly procure and thereafter
maintain such


 


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license
and submit the same to inspection by Landlord. 
Tenant, at Tenant's expense, shall at all times comply with the terms
and conditions of each such license or permit. 
Tenant shall furnish all data and information to governmental
authorities and Landlord as required in accordance with legal, regulatory,
licensing or other similar requirements as they relate to Tenant's use or
occupancy of the Premises or the Building.


 


8.                                       Assignment/Subletting.  


 


(a)                                  Prohibition


 


(i)                                     Except as provided in this Section 8, Tenant
covenants and agrees that neither this Lease nor the term and estate hereby
granted, nor any interest herein or therein, will be assigned, mortgaged,
pledged, encumbered or otherwise transferred, whether voluntarily,
involuntarily, by operation of law or otherwise, and that neither the Premises
nor any part thereof will be encumbered in any manner by reason of any act or
omission on the part of Tenant, or be sublet (which term, without limitation,
shall include granting of concessions, licenses and the like) in whole or in
part, without, in each case, the prior written consent of Landlord. The
foregoing restrictions (1) shall apply to a transfer (by one or a series of
related transfers) of more than fifty percent of the stock, partnership,
membership interest or other evidences of equity interest of Tenant as if such
transfer were an assignment of this Lease provided that if such interest in
Tenant at any time are or become traded on a public stock exchange, the
transfer of interests on a public stock exchange shall not be deemed an
assignment within the meaning of this Section 8 and (2) shall not apply to a
transaction with a subsidiary wholly owned by Tenant, an entity which owns all
of the equity interests of Tenant or an entity all of the equity interests are
wholly owned by the holders of the equity interests in Tenant provided that
Tenant confirms in writing that it remains primarily liable hereunder.


 


(ii)                                  The prohibitions of paragraph (a) (i) shall
not apply to either (x) transactions with an entity into or with which Tenant
is merged or consolidated, or to which all or substantially all of Tenant's assets
are transferred, or (y) a transaction referred to in clause (1) the last
sentence of paragraph (i) above provided that in any such event:


 


(A)                              the successor to Tenant has a net tangible
worth, computed in accordance with generally accepted accounting principles
consistently applied, at least equal to the greater of (x) the tangible net
worth of Tenant at the Commencement Date and (y) the tangible net worth of
Tenant immediately prior to such transaction;


 


(B)                                proof reasonably satisfactory to Landlord of
such net worth shall have been delivered to Landlord at least ten (10) days
prior to the effective date of any such transaction; and


 


(C)                                the assignee agrees directly with Landlord,
by written instrument in form reasonably satisfactory to Landlord, to be bound
by all the obligations of Tenant hereunder, including, without limitation, the
covenant against further assignment and subletting.


 


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(iii)                               In the event Landlord does not exercise its
option pursuant to Section 8(d) below to terminate this Lease, Landlord's
consent to a proposed assignment shall not be unreasonably withheld or delayed,
provided and upon condition that:


 


(A)                              in Landlord's reasonable judgment the
proposed assignee is engaged in a business which is in keeping with the then
use of the Building and Property and the proposed use is limited to the
Permitted Uses;


 


(B)                                the proposed assignee or subtenant is a
reputable person or entity to whom Landlord has no reasonable objection and has
a tangible net worth meeting the requirements of paragraph (a) (ii) (A) and;


 


(C)                                the assignee enters into an agreement
satisfying the requirements of paragraph (a) (ii)(B).


 


(iv)                              The prohibitions of paragraph (a) (i) hereof
shall not apply to any subleasing of the office portion of the Premises
provided that no event of default under Section 19(a)(i) or 19(a)(iii) then
exists and that promptly upon entering into such sublease, Tenant shall give
Landlord notice thereof. With respect to any other sublease for which
Landlord's consent is required pursuant to the provisions of paragraph (i)
hereof, such consent shall not be unreasonably withheld or delayed provided and
upon the condition that:


 


(A) an event of default
under Section 19(a)(i) or 19(a)(iii) does not then exist;


 


(B)
in Landlord's reasonable judgment, the proposed subtenant is engaged in a
business which is in keeping with the then use of the Building and Property and
the proposed use is limited to the Permitted Uses;


 


(C)
the proposed subtenant is a reputable person or entity to whom Landlord has no
reasonable objection;


 


(D)
if the proposed subtenant is then an occupant of any part of the Property, or
Landlord is negotiating with such proposed subtenant or is being actively
solicited by Landlord (or its broker), Landlord does not have space available
in the Building to meet such subtenant's space need requirement. In this
regard, prior to advertising any space for sublet, Tenant may so notify
Landlord and, within ten (10) days of receipt of such notice, Landlord shall
notify Tenant of any entity with whom Landlord is negotiating a sublease or who
have been contacted by Landlord's brokers with respect thereto, and identifying
the space which Landlord has available for sublease. If Landlord does not provide
such list within ten (10) Business Days after receipt of a request therefor or
any proposed subtenant does not appear thereon, Landlord shall have waived this
requirement to the extent applicable; and


 


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(E)
if more than 10% of the portion of the Building which is not included in the
Premises is not then leased, the rental under such sublease is at least 80% of
fair market rent for direct leases (taking into account the term and other
conditions of such sublease) as determined by Landlord's broker and Tenant's
broker or, if such brokers cannot agree, by a third broker designated by such
brokers.


 


(b)                                 Acceptance of Rent.  If
this Lease shall be assigned, or if the Premises or any part thereof be sublet
or occupied by anyone other than Tenant, whether or not in violation of the
terms and conditions of the Lease, Landlord may, at any time and from time to
time during the continuance of an event of default, collect rent and other
charges from the assignee, subtenant or occupant, and apply the net amount
collected to the rent and other charges herein reserved, but no such
assignment, subletting, occupancy, collection or modification of any provisions
of this Lease shall be deemed a waiver of this covenant, or the acceptance of
the assignee, subtenant or occupant as a tenant or a release of Tenant from the
further performance of covenants on the part of Tenant to be performed
hereunder. Any consent by Landlord to a particular assignment, subletting or
occupancy or other act for which Landlord's consent is required under (a) shall
not in any way diminish the prohibition stated in paragraph (a) as to any
further such assignment, subletting or occupancy or other act or the continuing
liability of the original named Tenant. 
No assignment or subletting hereunder shall relieve Tenant from its
obligations hereunder, and Tenant shall remain fully and primarily liable
therefor.


 


(c)                                  Excess Payments.  If
Tenant sublets the Premises or any portion thereof, Tenant shall pay to Landlord
as Additional Rent one half of the amount, if any, by which (a) any and all
compensation actually received by Tenant as a result of such subletting,
exceeds (b) the portion of the Rent allocable to the portion of the Premises
subject to such subletting for the applicable rent period (determined on a
square footage basis with no Rent allocable to the Basement other than
Additional Rent directly related thereto) and Tenant's aggregate reasonable
costs incurred in connection therewith (including, without limitation,
brokerage fees, legal fees and the cost of subtenant improvements or
improvement allowances).  Such payments
shall be made on the date the corresponding payments under this Lease are due.


 


(d)                                 Landlord's Recapture Right.  If
Tenant intends to assign its rights under this Lease (other than with respect
to an assignment described in paragraph (a)(ii) hereof or for which no consent
is required pursuant to paragraph (a)(i) hereof, Tenant shall notify Landlord
of such intent (without the necessity of having any proposed assignment
transaction) and of a proposed termination date (the “Termination Date”) and
Landlord shall have the right, to be exercised in writing within thirty (30)
days after written notice from Tenant to terminate this Lease. In such event,
this Lease shall terminate on the Termination Date with the same effect as if
such date were the last day of the Term of this Lease. If Landlord does not
exercise such termination right and Tenant does not consummate an assignment
transaction within one hundred eighty (180) days after the giving of its
original notice which date may be extended, but for not more than sixty (60)
days, in connection with a proposed assignment which Tenant is negotiating, or
has entered into an agreement for, as of the end of such 180-day period, the
provisions of this Section (d) shall again be applicable.


 


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(e)                                  In the event that Landlord shall not grant or
deny its consent within fifteen (15) days after Landlord's receipt of written
notice requesting such a consent, with specific reasons therefor, such consent
shall be deemed granted and Tenant's transmittal for such consent notes in bold
type that such consent will be granted unless denied within fifteen (15) days.


 


9.                                       Operating Expenses; Taxes.


 


(a)                                  During the Term, Tenant will pay to Landlord
Tenant's Proportionate Share (as defined below) of (i) Operating Expenses (as
defined below), such payments being hereinafter referred to as “Tenant's
Operating Expense Contribution” and (ii) Taxes (as defined below) such payments
being referred to herein as “Tenants Tax Contribution.”


 


(b)                                 “Taxes” means real estate and other taxes,
levies and assessments, general and special, assessed and levied upon the
Property and any personal property of Landlord solely used in the operation of
the Property. For purposes of calculating Taxes hereunder, Landlord will be
deemed to have taken the benefit of the provisions of any statute or ordinance
permitting any assessment to be paid over a period of time and only the
installments of such assessment which would become due and payable by virtue of
such provisions during the Term of this Lease, or any extension hereof,
together with the interest thereon (to the extent actually paid by Landlord)
will be included in the calculation of Taxes. 
At Tenant's written request (which may not be made more than twice in
any five (5) year period), Landlord shall institute and diligently prosecute
tax abatement or reduction proceedings for the Property with respect to any
applicable tax period.  If Landlord
shall receive any tax refund or reimbursement of Taxes or sum in lieu thereof
with respect to any real estate tax fiscal year wholly or partially within the
Term, then out of any balance remaining thereof after deducting Landlord's
third party expenses actually and reasonably incurred in obtaining such refund,
Landlord shall promptly pay to Tenant an amount equal to Tenant's Proportionate
Share of such refund or reimbursement or sum in lieu thereof (including any
interest received by or credited to Landlord).


 


(c)                                  “Operating Expenses” means all commercially
reasonable expenses actually incurred directly in connection with the
operation, maintenance and repair of the Property including, without limitation
(except as otherwise provided below): 
costs for utilities to the extent provided in Section 11(b)(iv); costs
of maintenance and repair provided in Section 15(a) excluding Building common
areas such as, but not limited to, lobbies, hallways, bathrooms and elevators;
electricity charges for parking lot lighting; casualty (including rent loss
insurance for not more than twelve (12) months income from the Property) and
liability insurance premiums (including terrorism if required by Landlord's
lender) but excluding the cost of insuring any improvements made by or for any
tenant; insurance deductibles actually expended; labor; wages and salaries
(including employee benefits) of any building superintendent and maintenance
employees; all supplies and materials purchased in connection with the
operation of the Property (to the extent Tenant is obligated to pay for the
item to which such supplies and materials relate); all costs under service
contracts and other third party contracts entered into for the operation of the
Property (to the extent that Tenant is obligated to pay for the items to which
such contracts relate); equipment; tools; exterminating services; security
services; rubbish and snow removal; landscaping costs, governmental fees and
charges (excluding Taxes) related to the operation of the Property; amounts
payable under an agreement dated September 28, 1993 between Leonard Florence
Associates, Inc. and East Boston Land Use Council and (to the extent not
otherwise


 


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included
in any of the foregoing) a management fee not to exceed Three Percent (3.0%) of
gross annual rents for the Building. 
There shall also be included in Operating Expenses depreciation for
capital expenditures (other than capital expenditures on account of replacing
the roof and HVAC systems) made by Landlord (i) to reduce operating expenses if
Landlord shall have reasonably determined that the annual reduction in
operating expenses shall exceed depreciation therefor or (ii) to comply with applicable
laws, rules, regulations, requirements, statutes, ordinances, by-laws and court
decisions of all public authorities which are now or hereafter in force;
depreciation in the case of both (i) and (ii) shall be determined by dividing
the original cost of such capital expenditure by the number of years of useful
life of the capital item acquired and the useful life shall be reasonably
determined by Landlord in accordance with generally accepted accounting
principles and practices in effect at the time of acquisition of the capital
item. In no event shall “Operating Expenses” include the following:


 


(i)                                     any increase in Landlord's insurance rates
which may result from the negligent failure of Landlord or its agents,
employees or contractors to comply with the provisions of this Lease or
attributable to a particular use of any other tenant in the Building;


 


(ii)                                  depreciation except as otherwise provided
above;


 


(iii)                               interest on and amortization of debt;


 


(iv)                              the cost of leasehold improvements, including
redecorating work, for other tenants of the Building;


 


(v)                                 fees and expenses (including legal and
brokerage fees) for procuring new tenants for the Building or settling disputes
with tenants of the Building or enforcing leases;


 


(vi)                              costs incurred in financing or refinancing of
the Building;


 


(vii)                           the cost of any work or service performed for
any tenant in the Building (other than Tenant) to a materially greater extent
or in a materially more favorable manner than that furnished generally to
tenants (including Tenant) in the Building and maintenance and repairs of the
type for which Tenant is responsible with respect to the Premises under Section
15;


 


(viii)                        except with respect to depreciation described
above, the cost of any items which would be required to be capitalized under
generally accepted accounting principles, including without limitation the cost
of renting any equipment or materials, which cost would be so capitalized if
the equipment or materials were purchased, not rented;


 


(ix)                                the cost of any item included in Operating
Expenses to the extent that Landlord is actually reimbursed for such cost by an
insurance company, a condemning authority, another tenant or any other party;


 


(x)                                   ground rent;


 


9

















 


(xi)                                wages, salaries or other compensation paid to
any employees at or above the grade of property manager;


 


(xii)                             the cost of repairs or restoration by reason
of fire or other casualty or condemnation;


 


(xiii)                          marketing, advertising, entertainment, promotional
and seasonal decorating expenses, and charitable and political contributions;


 


(xiv)                         the cost of installing, operating and
maintain any specialty service (e.g., observatory, broadcasting facility,
luncheon club, cafeteria, exercise facility, garage, retail stores, newsstands
or recreational club);


 


(xv)                            any costs representing an amount paid to an
entity related to Landlord which is in excess of the amount which would have
been paid absent such relationship;


 


(xvi)                         any expenses for repairs or maintenance to
the extent paid for by warranties or service contracts;


 


(xvii)                      any type of utility service which is
separately metered to or separately charged to or paid by Tenant, including,
without limitation, water and sewer charges, charges for fuel oil or gas, and
the cost of electricity, air conditioning, heat or ventilation;


 


(xviii)                   the cost of any environmental remediation
with respect to the Property or any portion thereof except to the extent such
environmental contamination was the result of the acts or negligence of Tenant;


 


(xix)                           any bad debt loss, rent loss or reserves for
bad debt or rent loss;


 


(xx)                              fines or penalties resulting from Landlord's
violation of laws or late payments; and


 


(xxi)                           any repair or maintenance costs incurred in
connection with the roof prior to the date of its replacement by Landlord.


 


(d)                                 “Operating Expense Statements” means written
statements, certified by Landlord, showing the amounts of Operating Expenses
for each calendar year which includes any portion of the Term of this
Lease.  Within 150 days after the end of
each calendar year, Landlord will compute the actual Operating Expenses
incurred during that year, and will deliver to Tenant an Operating Expense
Statement for such year, setting forth such computation in reasonable detail
and according to Landlord's usual accounting practices.  Tenant shall have the right to audit (on a
non-contingency fee basis) Landlord's relevant books, records, bills and
invoices relating to Operating Expenses, at Landlord's principal place of
business upon Tenant's prior written notice (provided that Tenant shall have
waived its right to such an audit if Tenant shall have not notified Landlord of
its intent to do so within one (1) year of receipt of Landlord's Operating
Expense Statement and made any claim with respect thereto within fifteen (15)
months after receipt of Landlord's Operating Expense Statement).  Any dispute shall be determined pursuant to
the provisions of Section 22.  If it is
determined that Landlord's Operating Expense Statement


 


10

















 


overstated
Operating Expenses, Landlord shall, within ten (10) days of such determination,
reimburse Tenant for the excess amounts paid by Tenant.  In addition, if it is determined that
Landlord overstated Operating Expenses by ten percent (10%) or more, then
Landlord shall reimburse Tenant for the reasonable cost of Tenant's audit.


 


(e)                                  “Tenant's Proportionate Share” is the
quotient, expressed as a percentage, obtained by dividing the Rentable Area of
the Premises by the Building Rentable Area. 
Landlord and Tenant agree that the Rentable Area of the Premises is One
Hundred Eighteen Thousand Square Feet (118,000.0 SF) and the Building Rentable
Area is Three Hundred Thirty Thousand Square Feet (330,000.0 SF) (each of which
excludes the area of the basement even though included in the Premises), and
therefore Tenant's Proportionate Share is Thirty Five and Eight Tenths Percent
(35.8%).  Tenant's Proportionate Share
shall be adjusted in the event the Building Rentable Area increases at any
time, but in no event shall a decrease in the Building Rentable Area result in
an increase in Tenant's Proportionate Share.


 


(f)                                    Tenant shall make estimated payments on
account of Operating Expenses on the first day of each month.  The monthly amount shall be sufficient to
provide Landlord by the end of each calendar year a sum equal to Tenant's
required payments on account thereof as reasonably estimated by Landlord (based
on a detailed operating budget supplied to Tenant) from time to time during
each year.  If the aggregate of the
installments paid by Tenant during such year were less than the amount payable
by Tenant under this Section 9 for such year, the difference will be paid to
Landlord within thirty (30) days following the delivery of the Operating
Expense Statement.  If the aggregate of
the installments paid by Tenant during that year were more than the amount
payable by Tenant for such year, the difference shall be credited against
future payments on account of Operating Expenses provided that if the Term of
this Lease shall have ended prior to recovery of such difference, the same will
be repaid by Landlord within thirty (30) days after the end of the Term (or
applied against any sums then due and owning by Tenant).


 


(g)                                 Tenant's Tax Contribution will be payable in
installments during the Term no later than ten (10) days in advance of the date
on which the applicable installment of Taxes is due to the taxing authority
provided that if Landlord's lender requires a monthly tax escrow, Tenant will
pay such installments monthly (based on the escrow requirement).  Landlord shall deliver a copy of each Tax
bill applicable to the Term or any portion thereof to Tenant, together with
Landlord's calculation of Tenant's Tax Contribution for each quarter covered
thereby, within thirty (30) days after Landlord's receipt of such bill.  If the Tax bill is not available at least
twenty (20) days prior to the date any such installment is due, Landlord shall
reasonably estimate Tenant's Tax Contribution for such quarter and notify
Tenant of the amount thereof, and Tenant shall pay such estimated amount.  If the aggregate amount of the installments
paid by Tenant with respect for any Tax year (or portion thereof until the tax
bill has become available) were less than the amount payable by Tenant for each
year (or portion thereof) the difference will be paid to Landlord within thirty
(30) days following the delivery of the actual Tax bill.  If the aggregate of the installments paid by
Tenant during such Tax year (or applicable portion) were more than the amount
payable by Tenant for such Tax year (or portion) such difference shall be
credited against future payment on account of Tenant's Tax Contribution
provided that if the Term of the Lease shall have ended prior to recovery of
such difference, the remaining amount


 


11

















 


will
be repaid by Landlord within thirty (30) days after the end of the Term (or
applied against any sums then due and owning by Tenant).


 


10.                                 Alterations; Signage.


 


(a)                                  Except as herein after provided, Tenant shall
not make any alterations, additions or improvements (“Alterations”) to the
Premises without Landlord's prior written consent, which consent shall not be
unreasonably withheld or delayed. Any such alterations, additions or
improvements shall, except as hereinafter provided (i) be in accordance with
plans and specifications (to the extent applicable) and by contractors approved
by Landlord and (ii) except for work to be performed by Tenant to initially
renovate the Premises, with respect to any contract in excess of $100,000,
Tenant has obtained a payment and performance bond. Tenant shall not make any
material changes to such plans or specifications without Landlord's approval.
In connection with the approval of any structural change, Landlord may require
at the time of its consent that Tenant restore such change to its former
condition if Landlord reasonably determines that such restoration will be
required for use of the Premises by future tenants. Notwithstanding the
foregoing, Tenant shall have the right to make non-structural interior
alterations, additions and improvements to the Premises and Excess Space
occupied by it without Landlord's consent provided that the cost does not
exceed $100,000 in any 12 month period. 
All alterations, additions and improvements made by Tenant (whether or
not Landlord's consent is required) shall be made in accordance with all
applicable laws including the requirements for the obtaining of building
permits and at Tenant's sole cost and expense. 
Landlord's approval of Tenant's plans shall in no event relieve Tenant
of any responsibility for the design thereof. 
Landlord shall have no liability or responsibility for any claim, injury
or damage caused by the particular materials, appliances or equipment selected
by Tenant in connection with any work performed by or on behalf of Tenant in
the Premises.  All non-structural
alterations, additions and improvements which may be made by Tenant shall be
the property of the Tenant during the Term. 
Tenant shall be entitled to remove from the Premises and Excess Space
all non-structural alterations, additions and improvements and all furniture,
business fixtures, equipment and personal property (“Tenant's Property”)
installed or located on or in the Premises and Excess Space provided that
Tenant shall repair any material damage caused by the removal of the
foregoing.  All alterations, additions
and improvements and Tenant's Property which Tenant elects not to remove at the
expiration of the Term shall be surrendered with the Premises or Excess Space
and shall become the property of Landlord.


 


(b)                                 Intentionally Deleted.


 


(c)                                  Notice is hereby given that Landlord shall
not be liable for any labor or materials furnished or to be furnished to Tenant
and that no mechanics or other lien for any such labor or materials shall
attach to or affect the reversion or other estate or interest of Landlord in
and to the Premises or the Property. Whenever and as of often as any mechanics
lien shall be filed against the Premises, the Property or Landlord's or Tenants
interest therein based on any action of Tenant, Tenant shall take such action
by bonding, deposit or payment as will remove or satisfy the lien within thirty
(30) days after the filing of such lien.


 


12

















 


(d)                                 Whenever any consent or approval is required
hereunder, if Landlord shall fail to grant or deny such consent or approval,
with specific reasons therefor, within ten (10) Business Days after receipt of
request therefor, the same shall be deemed granted.


 


(e)                                  Tenant shall have the right to retain all
existing signs identifying Tenant and all other permitted occupants of the
Premises on the exterior of the Building. 
In addition, Tenant shall have the right, at Tenant's sole cost and
expense, to affix signs identifying Tenant to the exterior of the Building and
the Premises at the locations from time to time approved by Landlord; provided;
however, that the design of such signs shall be subject to Landlord's prior
written approval, which shall not be unreasonably withheld, conditioned or
delayed, provided that such design (i) is consistent with the aesthetics and
the design of the balance of the Building, (ii) does not adversely affect the
appearance of the Building, in each case, in Landlord's reasonable discretion,
and (iii) is in accordance with all applicable Laws (as hereinafter defined).


 


11.                                 Services and Utilities.


 


(a)                                  Landlord shall provide to the Premises and to
any Excess Space occupied by Tenant electricity, gas, hot and cold water,
security services comparable to security services provided in similar buildings
in the City of Boston, and heating, ventilation and air-conditioning service,
all in a manner and in quantities sufficient for the safe, comfortable and
efficient use and occupancy of the Premises and any Excess Space occupied by
Tenant for the conduct of Tenant's business but in no event in a manner less
safe, convenient or efficient, or in quantities less than, what is available to
the Premises and to any Excess Space occupied by Tenant on the date of this
Lease.  Notwithstanding the foregoing,
Landlord and Tenant acknowledge and agree that Landlord shall only be required
to provide electricity and, to the extent currently provided, hot and cold
water and heating, ventilation and air conditioning (and no other services) to
the Basement.


 


(b)                                 Tenant shall pay for the actual cost of all
electricity, gas, water service and other utilities used by Tenant as follows:


 


(i)                                     Landlord may, at any time, install direct
meters or submeters at any location in the Building to measure Tenant's use of
electricity and Tenant shall cooperate with such efforts provided that all
costs relating thereto shall be paid by Landlord; and


 


(ii)                                  To the extent utilities for the Premises
and/or any Excess Space occupied by Tenant are serviced independently by
submeters, Tenant shall pay for the actual cost of those utilities so metered,
without mark-up, by payment to Landlord based upon reasonably detailed bills
issued no more frequently than monthly by Landlord; and


 


(iii)                               To the extent utilities for the Premises
and/or any Excess Space occupied by Tenant are serviced by direct meters,
Tenant will pay charges for those utilities so metered directly to the
applicable utility; and


 


(iv)                              To the extent any of the utilities supplied
to the Premises and/or any Excess Space occupied by Tenant are not serviced
independently by direct meters or submeters, at Landlord's election the actual
costs for such utilities services (A) may be included


 


13

















 


in
Operating Expenses or (B) Tenant will pay Tenant's fairly allocable share of
such costs (as reasonably determined by Landlord) as additional rent within ten
(10) days of receipt of statements therefor from Landlord.  Promptly after Tenant's written request
therefor, Landlord shall provide Tenant with reasonably detailed information
evidencing the actual costs for such utilities and supporting Landlord's
calculation of Tenant's fairly allocable share thereof.  Tenant shall have the right, at its expense,
to have its engineer or other consultant survey relevant areas and systems of
the Building in order to verify or dispute Landlord's determination.  Any dispute shall be determined pursuant to
the provisions of Section 22 hereof and if such dispute is determined in
Tenant's favor, the excess amounts paid by Tenant, shall be paid by Landlord to
Tenant within five (5) days of such determination.  In addition, if it is determined that Landlord's determination
overstated such costs by more than ten percent (10%), Landlord shall reimburse
Tenant for the reasonable cost of Tenant's survey.


 


12.                                 Damage by Fire or Casualty.  In
the event the Building or Premises shall be damaged by fire or other casualty
during the Term, then:


 


(a)                                  if more than twenty-five percent (25%) of the
Building (excluding the Basement) is damaged so as to render the same
untenantable, then Landlord may elect to terminate this Lease by giving written
notice to Tenant within sixty (60) days after the date of such fire or
casualty, provided that Landlord shall not terminate this Lease pursuant to
this clause (a) unless Landlord terminates the leases of all other tenants in
the Building which it has the right to terminate.


 


(b)                                 if this Lease is not so terminated, Landlord
shall proceed with all due diligence to repair, restore or rehabilitate the
Building and Premises but excluding, without limitation, all alterations,
additions and improvements made by Tenant, to substantially their former
condition immediately prior to such damage or destruction (except that with
respect to the Basement such restoration shall be required only to the extent
necessary to permit legal occupancy thereof and the remainder of the Premises),
at Landlord's expense.


 


(c)                                  If the Premises or a portion thereof, are
rendered untenantable by fire or other casualty, there shall be an equitable
abatement of Rent to the extent and for the period of time during which the
Premises or portion thereof, are untenantable provided that in no event shall
Tenant be entitled to any such abatement as it relates to the Basement.  If the restoration of the Building and
Premises is not substantially completed within 270 days of the occurrence of
such damage,  Tenant shall have the
right to terminate this Lease by written notice to Landlord.


 


13.                                 Eminent Domain. If the Property or any portion thereof
shall be taken or condemned in its entirety for any public or quasi-public use
or purpose, the term of this Lease shall end with respect to the Property (or
portion so taken) upon the date of the taking by the condemning authority, and
without apportionment of the award. Tenant hereby assigns to Landlord Tenant's
interest in such award, if any, except for any portion of the award which
compensates Tenant for its relocation expenses, alterations, additions,
improvements or Tenant's Property.  Rent
shall be apportioned as of the date of such termination.  If there is a taking or condemnation of a
Substantial Part (as defined below) of the Premises (not including the
Basement), or if access to or from the Property, the Building or the Premises
is materially and adversely restricted by any public authority, and said taking
or access restriction lasts for ninety


 


14

















 


(90)
days or more, then Tenant shall have the right to terminate this Lease by
giving Landlord not less than thirty (30) days written notice but in any event
not later than sixty (60) days after the date Tenant is notified by Landlord of
such taking or condemnation or restriction of access, in which event Rent shall
be apportioned as of the date of such termination. If a such a taking or
condemnation or restriction of access lasts for less than ninety (90) days,
Rent shall be abated during said period but Tenant shall not have the right to
terminate this Lease.  A taking or
condemnation of a “Substantial Part” of the Property, the Building or Premises
shall mean a taking or condemnation of Twenty Five Percent (25.0%) or more of
the Premises, or such other taking or condemnation as renders the use of the
remainder of the Premises impracticable for the conduct of Tenant's
business.  In the event of any taking or
condemnation involving the Property, the Building or Premises which does not
result in the termination of this Lease, Landlord shall restore the Property,
the Building and Premises, to the extent reasonably practicable, to a
functioning whole with all due diligence and Rent shall equitably abate during
the period of restoration and for the remainder of the Term. In no event shall
Tenant be entitled to any such abatement as it relates to the Basement.


 


14.                                 Right of Entry by Landlord. Landlord shall have the right to enter the
Premises and any Excess Space occupied by Tenant upon reasonable advance
written notice (except in the event of emergency, in which case Landlord shall
endeavor to give such notice, if any, as is reasonable under the circumstances)
to perform necessary repairs which are the obligation of Landlord hereunder and
to show the same to prospective lenders and purchasers, provided that Landlord
shall use reasonable efforts (including the use of overtime labor, if
necessary) not to unreasonably interfere with the operation of Tenant's
business.  During the last twelve (12)
months of the Term, and from and after the date hereof with respect to any
Excess Space, Landlord shall have the right to enter the Premises during
reasonable hours upon reasonable advance notice to show the same to prospective
tenants, provided that Landlord shall use commercially reasonable efforts not
to interfere with the operation of Tenant's business.


 


15.                                 Repairs and Maintenance.


 


(a)                                  Landlord, at its sole cost and expense
(subject to reimbursement to the extent provided in Section 9), shall maintain
and keep in good and working order and repair and make any necessary
replacements to the Property including, without limitation, the following
(except to the extent the same are contained in, and exclusively serve, the
Premises in which case Tenant shall be responsible for such maintenance and
repair):  (i) the roof, foundation,
structural components, and exterior walls of the Building, exterior doors and
windows, (ii) walks, sidewalks, parking areas, curbs, access ways, driveways,
and other exterior areas, (iii) plumbing systems and fixtures, (iv) the
heating, ventilation and air conditioning systems, (v) all electrical and
mechanical systems, (vi) security systems, and (vii) sprinkler and life-safety
systems.  Landlord shall keep all
parking and other exterior areas free of accumulation of dirt, rubbish, snow
and ice, and fully illuminated at night, and shall keep and maintain all
landscaped areas in a neat and orderly condition.  Without limiting the generality of the foregoing, Landlord shall
make all repairs and replacements required by all applicable federal, state and
local laws, regulations, ordinances and orders and/or by the requirements of
any insurance underwriters or underwriting organizations.  Notwithstanding anything contained herein or
in the other provisions of the Lease to the contrary, Landlord shall have no
repair, maintenance or compliance obligations with


 


15

















 


respect
to the interior of the Basement except to extent necessary to provide the
utility services referred to in Section 11. 
Subject to Landlord's obligations set forth above, Tenant agrees to
maintain the interior of the Premises and any Excess Space occupied by Tenant
in the same condition, order and repair as they are at the Commencement Date,
excepting reasonable wear and tear arising from the use thereof and damage by
fire or other casualty.  In addition,
Tenant shall have the right, but not the obligation, at Tenant's sole cost and
expense, to take any steps that may be required by applicable law to permit the
continued legal occupancy of the Basement (subject to the terms and provision
of this Lease, including without limitation Landlord's consent rights to the
extent required under Section 10, and subject to not materially interfering
with the business operations of any other tenant in the Building), it being
agreed that if Tenant elects not to take any such steps, Tenant shall have the
right to vacate the Basement, in which event Tenant shall have no further
obligations hereunder with respect to such space.


 


(b)                                 If Landlord shall not commence any repairs or
maintenance required hereunder within the fifteen (15) days following written
notice from Tenant that such repairs or maintenance are necessary (or if such
failure is resulting in the Premises or a portion thereof being untenantable
and Landlord has not commenced the same within 72 hours after written notice)
then Tenant may, at its option, cause such repairs to be made and shall furnish
Landlord with a statement of the cost of such repairs or maintenance upon
substantial completion thereof. 
Landlord shall reimburse Tenant for the cost of such repairs within ten
(10) days of the date of the statement from Tenant setting forth the amount
due.


 


16.                                 Indemnity; Waiver.


 


(a)                                  Subject to the provisions of Section 18,
Tenant agrees to indemnify Landlord and save Landlord harmless from any and all
liability, claims, losses and expenses (including, without limitation,
reasonable attorney's fees) related to claims for personal injury or property
damage, or both, sustained or claimed to have been sustained by any person or
persons or property on the Property, in the Premises and Excess Space caused or
brought about by Tenant's breach of this Lease or the act or omission of the
Tenant, its agents, servants or employees, invitees or licensees during the
Term and any holdover period.  Subject
to the provisions of Section 18, Landlord agrees to indemnify Tenant and save
Tenant harmless from any and all liability, claims and loss for personal injury
or property damage, or both, sustained or claimed to have been sustained by any
person or persons or property on the Property caused or brought about by
Landlord's breach of this Lease or the negligent act or omission of Landlord,
its agents, servants or employees during the Term.


 


(b)                                 To the maximum extent this Agreement may be
made effective according to law, Tenant agrees that all of the furnishings,
fixtures, equipment, effects and property of every kind, nature and description
of Tenant which may be on the Premises or elsewhere on the Property, shall be
at the sole risk and hazard of Tenant and if the whole or any part thereof
shall be destroyed or damaged by fire, water or otherwise, by the leaking or
bursting of water pipes, by theft or from any other cause no part of said loss
is to be charged to or be borne by Landlord unless caused by or due to the
negligence of Landlord, its agents, servants or employees and then only, if
Tenant has actual knowledge thereof, notice to Landlord of the condition
claimed to constitute negligence on the expiration of a reasonable time after
such notice has been received


 


16

















 


by
Landlord and Landlord has not taken all reasonable and practicable means to
cure and correct such condition.


 


17.                                 Insurance.


 


(a)                                  Landlord covenants and agrees to keep the
Building (including the Premises) insured for full replacement value against
loss by fire and casualty, under an all risk policy on a special cause of loss
form, said insurance to at all times reflect the interest of the Landlord and
Tenant and any mortgagee as their interests may appear.


 


(b)                                 Tenant shall obtain and keep in force with
respect to the Premises or any Excess Space comprehensive general liability
insurance in a minimum amount of One Million Dollars ($1,000,000) per
occurrence and Three Million Dollars ($3,000,000) in the aggregate for both
bodily injury and property damage or such greater amounts, if procurable, as may
be reasonably requested by Landlord and customarily carried by responsible
similar tenants in the City of Boston naming Landlord as an additional
insured.  Landlord shall obtain and keep
in force and effect with respect to the Property comprehensive general
liability insurance in a minimum amount of One Million Dollars ($1,000,000) per
occurrence and Three Million Dollars ($3,000,000) in the aggregate for both
bodily injury and property damage or such greater amounts as from time to time
are customarily carried by responsible Landlords of similar facilities in the
City of Boston naming Tenant as an additional insured.


 


(c)                                  Tenant, at its own expense, shall obtain and
keep in force during the Term of this Lease “All Risk” property insurance with
respect to its personal property and any improvements and fixtures made or
installed by Tenant, written on a one hundred percent (100%) replacement cost
basis (with such deductible as Tenant may determine).  Tenant, at its own expense, shall obtain and keep in force during
the term of this Lease, worker's compensation insurance as required by
applicable law.


 


(d)                                 Any insurance required by this Lease may be
carried under a blanket policy provided that the coverage thereunder for the
Premises or the Property, as the case may be, shall not be reduced below the
coverages required hereunder.  All
insurance required under this Lease shall maintained through reputable
insurance companies licensed to do business in the Commonwealth of
Massachusetts.  Landlord and Tenant shall
provide each other with certificates evidencing such insurance upon request.


 


(e)                                  Each of Landlord's and Tenant's policies
shall provide that the insurer shall give the other party twenty (20) days
written notice prior to any amendment or cancellation of the policy.


 


18.                               Waiver of Subrogation. 
Each of the parties hereto hereby releases the other and the other's
agents and employees, to the extent of each party's insurance coverage, from
any and all liability for any loss or damage which may be inflicted upon the
property of such party even if such loss or damage shall be brought about by
the fault or negligence of the other party, its partners, agents or employees;
and each party hereto shall obtain a clause or endorsement to such


 


17

















 


party's
property insurance policies waiving the insurer's right of subrogation and
stating that this release shall not affect said policy or the right of the
insured to recover thereunder.


 


19.                                 Default.


 


(a)                                  Landlord and Tenant hereby agree that the
occurrence of any one or more of the following events is an event of default by
Tenant under this Lease and that said event of default shall give Landlord the
rights described in Section 19(b):


 


(i)                                     If Tenant defaults in the payment of Rent
hereunder and such Rent remains due and unpaid for ten (10) days following
written notice of such default from Landlord to Tenant; or


 


(ii)                                  If Tenant defaults in the performance of any
other provision of this Lease and such default is not cured within thirty (30)
days following written notice from Landlord specifying such default (unless
such default is not reasonably capable of being cured within such thirty (30)
day period and Tenant is diligently prosecuting such cure to completion; or


 


(iii)                               (A) Tenant becoming a “debtor” as defined in
11 U.S.C.  101 or any successor statute
thereto (unless, in the case of a petition filed against Tenant or guarantor,
the same is dismissed within ninety (90) days); (B) Tenant makes an assignment
for the benefit of its creditors; (C) the institution of proceedings seeking
the appointment of a trustee, sequesterer, receiver or similar officer to take
possession of substantially all of Tenant's assets or of Tenant's interest in
this Lease, where either such appointment shall not be vacated within ninety
(90) days or such possession is not restored to Tenant within ninety (90) days;
or (D) the attachment, execution or other judicial seizure of all or
substantially all of Tenant's assets or this Lease where such seizure is not
discharged within ninety (90) days.


 


Landlord or Landlord's authorized agent shall
have the right (without obligation except as may be required by law) to serve
any notice of default, notice to pay rent or quit or similar notice.


 


(b)                               In the event of any event of default,
Landlord may, at any time thereafter, with or without notice or demand, and
without limiting Landlord in the exercise of any right or remedy which Landlord
may have by reason of such default:


 


(i)  terminate Tenant's right to possession of
the Premises by any lawful means, in which case this Lease and the Term hereof
shall terminate and Tenant shall immediately surrender possession of the
Premises to Landlord.


 


(ii)  maintain Tenant's right of possession in
which event Landlord shall have the remedy which permits Landlord to continue
this Lease in effect after Tenant's breach and abandonment and recover rent as
it becomes due.


 


(iii)  collect sublease rents (or appoint a
receiver to collect such rent) and otherwise perform Tenant's obligations at
the Premises, it being agreed, however, that the


 


18

















 


appointment of a receiver
for Tenant shall not constitute an election by Landlord to terminate this
Lease.


 


(iv)  pursue any other remedy now or hereafter
available to Landlord under the laws or judicial decisions of the state in
which the Premises are located.


 


(c)                                  If this Lease shall have been terminated as
provided in Section 19(b), Tenant shall pay the Rent and all other sums payable
hereunder up to the time of such termination; and thereafter, Tenant, until
what would have been the balance of the Term then in effect (Initial Term or
Extended Term) in the absence of such termination (except that for all purposes of this Article 19 the Term
with respect to the Excess Space shall be deemed to end on the applicable
Reduction Date), shall be liable to Landlord for, and shall pay to Landlord, as
current damages, Rent and other sums which would be payable hereunder if such
termination had not occurred, less the net proceeds, if any, of any re-letting
of the Premises and/or any Excess Space after deducting all expenses reasonably
incurred by Landlord in connection with such re-letting (including, without
limitation, all repossession costs, economic concessions, costs of altering or
renovating the Premises, brokerage commissions, tenant improvement costs, legal
expenses, reasonable attorney's fees, advertising and the reasonable costs and
expenses incurred in preparing the Premises and/or any such Excess Space for
such re-letting).  Tenant shall pay such
current damages to Landlord monthly on the days which the Rent would have been
payable hereunder if this Lease had not been terminated.


 


(d)                                 At any time after any such termination of
this Lease pursuant to Section 19(b), as liquidated final damages and in lieu
of all current damages beyond the date of such termination, at Landlord's
election, Tenant shall pay to Landlord an amount equal to the excess, if any,
of the Rent and other sums which would be payable hereunder from the date of
such election over the then fair rental value of the Premises and/or any Excess
Space for the same period, discounted to present value at the rate of seven
percent (7%) per annum (assuming that, for the purposes of this subsection,
annual payments by Tenant on account of Taxes and Operating Expenses would be
the same as the payments required for the immediately preceding year) for what
would have been the balance of the Term then in effect (Initial Term or
Extended Term) in the absence of such termination.


 


(e)                                  At any time after such termination, Landlord
may (i) re-let the Premises and/or any such Excess Space, or any portion(s)
thereof, either in the name of the Landlord or otherwise, for a period which
may, at Landlord's option, be equal to or less than or exceed the period which
would have been the balance of the Term then in effect (Initial Term or
Extended Term) in the absence of any termination of this Lease and may grant
reasonable concessions (including free rent) to the extent advisable and
necessary to re-let the same and (ii) may make such reasonable alterations,
repairs and decorations to the Premises as Landlord, in its sole judgment,
considers advisable and necessary for the purposes of re-letting the same, and
the making of such alterations, repairs and decorations shall not operate or be
construed to release Tenant from liability hereunder. Tenant hereby expressly
waives any and all rights of redemption granted by or under any present or
future laws in the event of Tenant being evicted or dispossessed, or in the
event of Landlord obtaining possession of the Premises and/or such Excess Space
by reason of an event of default under this lease.


 


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(f)                                    No remedy or election hereunder shall be
deemed exclusive, but shall, wherever possible, be cumulative with all other
remedies at law or in equity.


 


(g)                               Suit or suits for the recovery of such
damages, or any installments thereof, may be brought by Landlord from time to
time at its election, and nothing contained herein shall be deemed to require
Landlord to postpone suit until the date when the term of this Lease would have
expired if it had not been terminated hereunder.


 


(h)                               No surrender of the Premises shall be effective
against Landlord unless Landlord has entered into a written agreement with
Tenant in which Landlord expressly agrees to (i) accept a surrender of the
Premises and (ii) relieve Tenant of liability under the Lease.  The delivery of keys to Landlord or any
employee or agent of Landlord shall not constitute the termination of the Lease
or the surrender of the Premises.


 


(i)                                     Except as expressly herein provided, any
amount due to Landlord that is not paid when due shall bear interest at the
lesser of the rate of eighteen percent (18%) per annum or the maximum interest
rate permitted by applicable law. 
Payment of such interest shall not excuse or cure any default by Tenant
under this Lease; provided, however, that interest shall not be payable on late
charges incurred by Tenant nor on any amounts upon which late charges are paid
by Tenant.


 


(j)                                     If any installment of Basic Rent shall not be
paid by Tenant within ten days after the date the same is due and such failure
shall occur more than one time in any twelve month period, Tenant shall pay to
Landlord a late charge equal to four percent (4%) of such overdue amount.  The parties hereby agree that such late
charge represents a fair and reasonable estimate of the cost Landlord will
incur by reason of late payment by Tenant.


 


20.                                 Brokers.  Tenant and Landlord each
represents to the other that neither has dealt with brokers in connection with
this Lease except for Meredith & Grew, Inc., and that no broker procured
this Lease or is entitled to any commission in connection therewith except for
Meredith & Grew, Inc., whose commission shall be paid by Tenant and in the
event either party has so dealt with a broker other than the broker named
herein such party shall indemnify, defend and hold forever harmless the other
party from and against any claim by such broker and from and against any and
all costs, including attorneys' fees, in connection with such claim.


 


21.                                 Parking; Changes to Common Areas. 
Tenant shall at all times be entitled to the exclusive use of 225 parking
spaces in the parking area and two loading dock(s) located on the Property, all
as shown on Exhibit C attached hereto. Except as set forth herein, no parking
spaces or access areas shall be designated or devoted for exclusive use by
particular tenant(s) or their invitees or employees.  Landlord reserves the right, at any time and from time to time,
to make alterations or additions to the Building and/or other areas of the
Property which do not materially interfere with Tenant's use of or access to
the Premises, and Landlord also reserves the right at any time and from time to
time to construct other improvements in the Building (including within the
common areas) and to reduce or enlarge, make alterations in or make additions
to the Building and/or the common areas, provided, however, that such
improvements and alterations shall not materially and unreasonably interfere
with Tenant's use of or access to the Premises, or result in any cost to the
Tenant.


 


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22.                                 Arbitration.  Any dispute between Landlord
and Tenant regarding the provisions of Sections 2, 5(c), 8, 9, 10 or 11 of this
Lease may be submitted by either Landlord or Tenant to binding arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association (the “AAA”) and shall be conducted in Boston, Massachusetts.  Unless Landlord and Tenant agree otherwise
in writing, the arbitration shall be conducted before a single arbitrator
appointed by the AAA, which arbitrator shall have not less than ten (10) years
of experience as a lawyer, real estate broker, accountant or financial
executive involved in the leasing, operation or management of buildings similar
to the Building in the City of Boston. 
The arbitrator shall have no power to vary or modify the provisions of
this Lease.  Judgment upon the award
rendered may be entered in any court having jurisdiction thereof.  Each party shall bear the expense of its own
counsel and witnesses.  Landlord and
Tenant shall share equally the fees, if any, to be paid to the arbitrator.


 


23.                                 Compliance with Laws. 
Landlord, at its sole cost and expense, shall comply with all federal,
state and local laws, ordinances, rules and regulations (“Laws”) and all orders
of public authorities applicable to the Property or to Landlord, except to the
extent (i) the need for such compliance arises from the operation of Tenant's
business or a change in the use of the Premises or Excess Space by Tenant, in
which case Tenant shall be liable for such compliance or (ii) the compliance
relates to the Basement.  Landlord and
Tenant shall promptly provide each other with copies of notices of violation of
Laws received by such party.


 


24.                                 Quiet Enjoyment. 
Subject to the terms hereof, Landlord covenants that, so long as no
event of default exists, Tenant shall have continuous, peaceful, uninterrupted
and exclusive possession and quiet enjoyment of the Premises and Excess Space.


 


25.                                 Notice of Lease. 
Landlord and Tenant agree, upon the request of either party, to enter
into and record a notice of this Lease which conforms to the laws of the
Commonwealth of Massachusetts.


 


26.                                 Notices.  All notices, demands and
requests which may be or are required to be given by either party to the other
shall be in writing and shall be either (i) delivered by hand with a written
receipt, or (iii) sent by reputable overnight courier such as Federal
Express.  All notices to Landlord should
be addressed to Landlord at Berkeley Investments, Inc. 121 High Street, Boston,
MA 02110, ATTN:: Young K. Park or at such other place as Landlord may from time
to time designate in written notice to Tenant. 
All notices to Tenant shall be addressed to Tenant at the Premises,
Attention:  Chief Financial Officer,
with a copy to the General Counsel located at that same address, or to any such
other place as Tenant may from time to time designate in written notice to
Landlord.  All notices, demands and
requests which shall be sent by hand delivery as aforesaid shall be deemed
given when delivered, and all notices, demands and requests which shall be sent
by reputable overnight courier as aforesaid shall be deemed given one business
day after delivery to such overnight courier.


 


27.                                 Estoppel Certificate. 
Each of Landlord and Tenant agrees at any time and from time to time
upon not less than ten (10) days' prior written request by the other to
execute, acknowledge and deliver to the other a statement in writing certifying
that (a) this Lease is


 


21

















 


unmodified
and in full force and effect (or if there have been modifications that the same
is in full force and effect as modified and stating the modifications), (b) the
dates to which the Rent and other charges have been paid in advance, if any,
and (c) all of the defaults of Landlord or Tenant hereunder, if any, (and if
there are no defaults a statement to that effect) and any other information
reasonably requested, it being intended that any such statement delivered
pursuant to this Section 27 may be relied upon by any prospective purchaser of
the Building or any mortgagee or assignee of any mortgage upon the fee or
leasehold of the Property or by any prospective assignee of this Lease or
subtenant of the whole or any portion of the Premises and/or by other party
interested in the Property or any part thereof.


 


28.                                 Notice to Mortgagee. 
After receiving written notice from any person, firm or other entity
that it holds a mortgage (which term shall include a deed of trust) covering
any portion of the Property, Tenant shall, so long as such mortgage is
outstanding, be required to give to such holder the same notice as is required
to be given to Landlord under the terms of this Lease, but such notice may be
given by Tenant to Landlord and such holder concurrently.  It is further agreed that such holder shall
have the same rights and opportunity to cure any default, and the same time
within which to effect such curing, as is available to Landlord; and if
necessary to cure such a default, such holder shall have access to the Premises
and/or any Excess Space occupied by Tenant on the same terms granted to
Landlord under this Lease.


 


29.                                 Assignment of Rents. 
With reference to any assignment by Landlord of Landlord's interest in
this Lease, or the Rent payable hereunder, conditional in nature or otherwise,
which assignment is made to the holder of the first mortgage or deed of trust
on the Property, Tenant agrees:


 


(a)                                  that the execution thereof by Landlord,
and the acceptance thereof by such holder, shall never be deemed an assumption
by such holder of any of the obligations of Landlord hereunder, unless such
holder shall, by written notice sent to Tenant, specifically otherwise elect;
and


 


(b)                                 that, except as aforesaid, such holder
shall be treated as having assumed Landlord's obligations hereunder only upon
foreclosure of such holder's mortgage or deed of trust and the taking of
possession of the Property by such holder.


 


30.                                 Holding Over. 
Any holding-over by Tenant after the expiration of this Lease or after
the date by which Tenant is required to vacate the Premises shall be on all the
terms and conditions of this Lease pertaining to the obligations of Tenant
shall be treated as a tenancy at sufferance at two hundred percent (200%) of
the Rent specified herein on a per square foot basis, prorated on a daily basis
and shall otherwise be on the terms and conditions set forth in this Lease, so
far as applicable.


 


31.                                 Binding Effect.  All
covenants, agreements, stipulations, provisions, conditions and obligations
herein expressed and set forth shall extend to, bind and inure to the benefit
of, as the case may require, the successors and assigns of Landlord and Tenant
respectively, as fully as if such words were written wherever reference to
Landlord or Tenant occurs in this Lease


 


22

















 


32.                                 Complete Agreement.  Any
stipulations, representations, promises or agreements, oral or written, made
prior to or contemporaneously with this Lease shall have no legal or equitable
consequences and the only agreement made and binding upon the parties with
respect to the leasing of the Premises is contained herein, and it is the
complete and total integration of the intent and understanding of Landlord and
Tenant with respect to the leasing of the Premises.  This Lease shall not be amended except by a writing signed by
Landlord and Tenant.


 


33.                                 Severability.  If
any term, covenant or condition of this Lease or the application thereof to any
person or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Lease, or the application of such term, covenant or condition
to persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each term, covenant or condition
of this Lease shall be valid and be enforced to the fullest extent permitted by
law.


 


34.                                 Applicable Law.  The laws of the Commonwealth of
Massachusetts shall govern the validity, construction, performance and
enforcement of this Lease.


 


35.                                 Tenant's
Property.  Tenant covenants and agrees
that, to the maximum extent permitted by law, all merchandise, furniture, and
property of every kind, nature and description related or arising out of
Tenant's leasehold estate hereunder, which may be in or upon the Premises or
Building, in the public corridors, or on the sidewalks, areaways and approaches
adjacent thereto, shall be at the sole risk and hazard of Tenant, and that if
whole or any part thereof shall be damaged, destroyed, stolen or removed from
any cause or reason whatsoever no part of said damage or loss shall be charged
to, or borne by, Landlord.


 


36.                                 Subordination.  This
Lease shall be subject and subordinate to any mortgage now or hereafter on the
Property, and to each advance made or hereafter to be made under any mortgage,
and to all renewals, modifications, consolidations, replacements and extensions
thereof and all substitutions therefor provided that Landlord shall deliver to
Tenant a written subordination, non-disturbance and attornment agreement
executed by the holder of such mortgage pursuant to which such holder agrees to
recognize, without exception, all of the rights of Tenant under this Lease and
does not impose any additional obligations on Tenant.  In confirmation of such subordination and recognition, Tenant
shall, within ten (10) days of receipt of a request, execute and deliver
promptly a counterpart subordination, non-disturbance and attornment agreement.


 


37.                                 Hazardous
Materials.  For purposes of this Lease,
the term “Hazardous Material” means any hazardous substance, hazardous waste,
infectious waste, or toxic substance, material, or waste which becomes
regulated or is defined as such by any local, state or federal governmental
authority. Tenant shall not cause or permit any Hazardous Material to be
brought, kept or used in or about the Premises or the Building by Tenant, its
agents, employees, contractors, or invitees except in the ordinary course of
business and in compliance with applicable law.  Tenant hereby agrees to indemnify Landlord from and against any
breach by Tenant of the obligations stated in the preceding sentence, and
agrees to defend and hold Landlord harmless from and against any and all
claims, judgments, damages, penalties, fines, costs, liabilities, or losses (including,
without limitation, diminution in value of the Building,


 


23

















 


damages
for the loss or restriction or use of rentable space or of any amenity of the
Building, damages arising from any adverse impact on marketing of space in the
Building, sums paid in settlement of claims, attorneys' fees, consultant fees
and expert fees) which arise during or after the Term of this Lease as result
of such breach.  This indemnification of
Landlord by Tenant includes, without limitation, costs incurred in connection
with any investigation of site conditions and any cleanup, remedial removal, or
restoration work required due to the presence of Hazardous Material.  Tenant shall promptly notify Landlord of any
release of a Hazardous Material in the Premises or at the Building of which
Tenant becomes aware, whether caused by Tenant or any other person or entity.
The provisions of this Section 39 shall survive the termination of the Lease.


 


38.                                 Security
Deposit.


 


(a)                                  Concurrently with the execution of this
Lease, Tenant shall deposit with Landlord (i) a security deposit (the “Basic
Deposit”) in the form of an irrevocable, unconditional, negotiable letter of
credit in the amount of Five Hundred Thousand Dollars ($500,000) and (ii) an
additional security deposit (the “Additional Deposit”) of $500,000 (which may
be in cash or by letter of credit meeting the foregoing requirements set forth
below) and Landlord shall hold the same, throughout the Term of this Lease
(including any Extended Term, if applicable), unless sooner required to be
returned to Tenant as provided in this Section 38, as security for the
performance by Tenant of all obligations on the part of Tenant to be performed
under this Lease. Any letter of credit shall (i) be issued by and drawn on a
bank reasonably approved by Landlord and at a minimum having a corporate credit
rating from Standard and Poor's Professional Rating Service of BBB- or a
comparable minimum rating from Moody's Professional Rating Service, (ii) be in
a form reasonably acceptable to Landlord, (iii) permit one or more draws
thereunder to be made accompanied only by certification by Landlord that
pursuant to the terms of this Lease, Landlord is entitled to apply such letter
of credit and the proceeds thereof to a default of Tenant under this Lease,
(iv) permit a one-time transfer without charge and (v) permit presentment in
Massachusetts or New York.  Any such
letter of credit shall be for a term of one (1) year and shall be renewed by
Tenant each year and each such renewal shall be delivered to and received by
Landlord not later than ten (10) days before the expiration of the then current
letter of credit (herein called a “Renewal Presentation Date”).  In the event of a failure to so deliver any
such renewal letter of credit on or before the applicable Renewal Presentation
Date, Landlord shall be entitled to present the then existing letter of credit
for payment and to receive the proceeds thereof, which proceeds shall be held
as Tenant's Basic or Additional Deposit, as the case may be, subject to the
terms of this Section 38.  Upon the
occurrence of any event of default, Landlord shall have the right from time to
time without prejudice to any other remedy Landlord may have on account
thereof, to draw on all or any portion of such deposit held as a letter of
credit and to apply the proceeds of such letter of credit or any cash held as
such deposit, or any part thereof, to Landlord's damages arising from such
event of default on the part of Tenant under the terms of this Lease provided
the Landlord shall first use the Additional Deposit, and only if the same is
not sufficient, the Basic Deposit.  If
Landlord so applies all or any portion of such Deposits, Tenant shall within
seven (7) days thereafter, deposit cash or a letter of credit with Landlord in
an amount sufficient to restore the Deposits to the amount required under this
Section.  While Landlord holds any cash
deposit Landlord shall have no obligation to pay interest on the same and shall
have the right to commingle the same with Landlord's other funds.


 


24

















 


Tenant
not then being in default and having performed all of its obligations under
this Lease, including the payment of all Base Rent, Landlord shall return the
deposit (or letter of credit), or so much thereof as shall not have theretofore
been applied in accordance with the terms of this Section 38, to Tenant on the
expiration or earlier termination of the term of this Lease (as the same may have
been extended) and surrender possession of the Premises by Tenant to Landlord
in the condition required in the Lease at such time. No holder of a mortgage on
the Property shall be responsible to Tenant for the return or application of
any such deposit unless such deposit shall be actually received by such holder.


 


(b)                                 It is intended that Tenant be entitled to use
the Additional Deposit for the purposes of paying (or reimbursing Tenant) for
the cost of Tenant's Initial Work including architectural, engineering and
other costs relating thereto. From time to time as such Work progresses, Tenant
may submit to Landlord with respect to actual construction work, contractor's
requisitions, and with respect to other costs incurred in connection with the
Tenant's Initial Work, bills therefore and, provided there then exists no event
of default hereunder, Landlord shall pay the amount of such requisition on bill
to Tenant from the Additional Deposit within ten (10) days after receipt of
such request; provided that if such Additional Deposit has been made by letter
of credit, Landlord shall not pay such amount but Tenant shall be entitled to a
reduction in the letter of credit for such amount. If the entire amount of the
Additional Deposit has not been expended for Tenant's Initial Work, Landlord
shall return any remainder of the Additional Deposit (or letter of credit) at
the end of the third year of the Term of this Lease provided that no event of
default has occurred hereunder at any time during the previous three year
period.


 


39.                                 Abandonment.  If the entire Premises shall have been
vacated and abandoned (other than as a result of casualty) for a period of
ninety (90) consecutive days, Landlord shall have the right to terminate this
lease by giving notice thereof to Tenant within thirty (30) days after such
ninety (90) day period (provided that such abandonment shall be continuing on
the date of giving of such notice).  In
such event, this Lease shall terminate on the date of the giving of such notice
with the same effect as if such date were the last day of the Term of this
Lease.


 


40.                                 World Gym of Boston Memberships. 
Gallante Enterprises, Inc. d/b/a World Gym of Boston (“World Gym”),
pursuant to its Lease with Landlord's predecessor (the “World Gym Lease”),
provides the landlord thereunder with free standard World Gym memberships for
each year during the term of the World Gym Lease.  Landlord agrees that, so long both the World Gym Lease and this
Lease are in effect, and Tenant is not in defualt beyond applicable notice,
grace or cure periods, and World Gym so provides such memberships, Tenant shall
be entitled to use twenty (20) of said memberships for the remainder of the
term of the World Gym Lease.


 


25

















 


IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be
executed as a sealed instrument, as of the day and year first above written.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  175 MCCLELLAN HIGHWAY LLC,
  a

  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:  Berkeley McClellan MGR LLC, a

  Delaware limited liability company, a

  manager

  
	
   

  	
   

  
	
   

  	
  By: Berkeley Investments,
  Inc., a

  Massachusetts corporation, its

  manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Young K. Park

  	
   

  
	
   

  	
  Name: Young K. Park

  
	
   

  	
  Title: President

  
							



 


 


	
   

  	
  TENANT:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SYRATECH CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory W. Hunt

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Gregory W. Hunt

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President and
  Chief

  
	
   

  	
   

  	
  Financial Officer;
  Treasurer

  
					



 


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